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Stock Code: 1398
USD Preference Shares Stock Code: 4603
EUR Preference Shares Stock Code: 4604
RMB Preference Shares Stock Code: 84602
SECOND EXTRAORDINARY GENERAL MEETING OF 2019
HELD ON 22 NOVEMBER 2019
POLL RESULTS
Reference is made to the circular of Industrial and Commercial Bank of China Limited (the "Bank") dated 26 September 2019 (the "Circular") and the supplemental circular of the Bank dated 7 November 2019 (the "Supplemental Circular"), containing details of the resolutions tabled before the Second Extraordinary General Meeting of 2019 of the Bank (the "EGM") for shareholders' approval.
I. Convening and Attendance of the EGM
The board of directors of the Bank (the "Board") announces that the EGM was held at the head office of the Bank, No. 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on 22 November 2019 at 2:30 p.m..
The total number of shares entitling holders thereof to attend and vote on the resolutions proposed at the EGM was 356,406,257,089 shares. No shareholders of the Bank were entitled to attend but were required to abstain from voting in favour of the proposed resolutions pursuant to Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and no shareholders were required to abstain from voting at the EGM pursuant to the Listing Rules. 349 holders of shares and authorized proxies holding an aggregate of 291,493,354,762 shares with voting rights, representing 81.7868% of the total number of shares with voting rights of 356,406,257,089, were present at the EGM.
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Number of shareholders and authorized proxies attending the EGM | 349 | |
including: | number of A share holders | 321 |
number of H share holders | 28 | |
Total number of shares with voting rights held by shareholders | ||
attending the EGM | 291,493,354,762 | |
including: | total number of shares held by A share holders | 248,945,555,960 |
total number of shares held by H share holders | 42,547,798,802 | |
Percentage of total shares with voting rights held by shareholders | ||
attending the EGM (%) | 81.7868 | |
including: | percentage of total shares held by A share holders (%) | 69.8488 |
percentage of total shares held by H share holders (%) | 11.9380 | |
Notes:
- Shareholders attending the EGM include those attending the EGM on-site and by way of online voting.
- According to the Articles of Association of the Bank and the circumstances of the EGM, the resolutions of the EGM are not required to be considered and approved by the holders of preference shares of the Bank.
The voting of the EGM was conducted by means of on-site voting and online voting in compliance with the relevant provisions of the Company Law of the People's Republic of China, the Rules for the General Assemblies of Shareholders of Listed Companies, the Shanghai Stock Exchange Implementation Rules for Network Voting in the General Assemblies of Shareholders of Listed Companies and laws and regulations and relevant provisions of the Articles of Association of Industrial and Commercial Bank of China Limited (the "Articles of Association"). The EGM was convened by the Board and chaired by Mr. Hu Hao, the Executive Director and Senior Executive Vice President.
14 of the 14 directors of the Bank attended the EGM. 5 of the 5 supervisors of the Bank attended the EGM. Board Secretary of the Bank, Mr. Guan Xueqing, attended the meeting. Candidates for Non-executive Directors, Ms. Cao Liqun and Mr. Feng Weidong were in attendance at the meeting.
In compliance with the requirements of the Listing Rules, Computershare Hong Kong Investor Services Limited, the Bank's H share registrar, acted as scrutineer for the vote-taking of the EGM.
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II. Voting Results of the EGM
At the EGM, all of the proposals set out in the Notice of the Second Extraordinary General Meeting of 2019 dated 26 September 2019 and the Supplemental Notice of the Second Extraordinary General Meeting of 2019 dated 7 November 2019 were resolved by polling. The proposals were voted upon by a combination of on-site and online polling. Poll results in respect of the resolutions proposed at the EGM were as follows:
1. Proposal on the Election of Mr. Gu Shu as Executive Director of Industrial and Commercial Bank of China Limited
Voting result: approved
Details of votes:
For | Against | Abstain | ||||
No. of votes | Percentage (%) | No. of votes | Percentage (%) | No. of votes | Percentage (%) | |
Voting results | 285,629,214,487 | 97.9882 | 5,552,573,431 | 1.9049 | 311,566,844 | 0.1069 |
2. Proposal on the Payment Plan of Remuneration to Directors for 2018 | ||||||
Voting result: approved | ||||||
Details of votes: | ||||||
For | Against | Abstain | ||||
No. of votes | Percentage (%) | No. of votes | Percentage (%) | No. of votes | Percentage (%) | |
Voting results | 291,311,307,792 | 99.9375 | 61,626 | 0.0000 | 181,985,344 | 0.0625 |
3. Proposal on the Payment Plan of Remuneration to Supervisors for 2018 | ||||||
Voting result: approved | ||||||
Details of votes: | ||||||
For | Against | Abstain | ||||
No. of votes | Percentage (%) | No. of votes | Percentage (%) | No. of votes | Percentage (%) | |
Voting results | 291,311,309,392 | 99.9375 | 59,926 | 0.0000 | 181,985,444 | 0.0625 |
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4. Proposal on the Application for Provisional Authorisation Limit on External Donations
Voting result: approved
Details of votes:
For | Against | Abstain | ||||
No. of votes | Percentage (%) | No. of votes | Percentage (%) | No. of votes | Percentage (%) | |
Voting results | 291,213,880,148 | 99.9041 | 92,514,270 | 0.0317 | 186,960,344 | 0.0642 |
5. Proposal on the Election of Ms. Cao Liqun as Non-executive Director of Industrial and Commercial Bank of China Limited
Voting result: approved
Details of votes:
For | Against | Abstain | ||||
No. of votes | Percentage (%) | No. of votes | Percentage (%) | No. of votes | Percentage (%) | |
Voting results | 289,743,135,691 | 99.3996 | 1,351,092,625 | 0.4635 | 399,126,446 | 0.1369 |
6. Proposal on the Election of Mr. Feng Weidong as Non-executive Director of Industrial and Commercial Bank of China Limited
Voting result: approved
Details of votes:
For | Against | Abstain | ||||
No. of votes | Percentage (%) | No. of votes | Percentage (%) | No. of votes | Percentage (%) | |
Voting results | 289,733,438,691 | 99.3962 | 1,360,789,625 | 0.4668 | 399,126,446 | 0.1370 |
All of the 6 proposals above, which are approved by ordinary resolutions, are approved by more than half of the votes held by holders of ordinary shares present at the meeting in person or by proxy.
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In accordance with the relevant regulatory requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the votes of small and medium-sized A share investors1 were calculated separately and the poll results in respect of the following proposed resolutions at the EGM were as follows:
No. of | For | Against | Abstain | ||||
Name of resolution | No. of | Percentage | No. of | Percentage | No. of | Percentage | |
resolution | |||||||
votes | (%)* | votes | (%)* | votes | (%)* | ||
1 | Proposal on the Election of Mr. | 1,634,817,227 | 85.5365 | 265,778,118 | 13.9060 | 10,655,800 | 0.5575 |
Gu Shu as Executive Director of | |||||||
Industrial and Commercial Bank of | |||||||
China Limited | |||||||
2 | Proposal on the Payment Plan of | 1,900,581,844 | 99.4418 | 9,001 | 0.0005 | 10,660,300 | 0.5577 |
Remuneration to Directors for 2018 | |||||||
5 | Proposal on the Election of Ms. Cao | 1,797,821,951 | 94.0652 | 94,364,693 | 4.9373 | 19,064,501 | 0.9975 |
Liqun as Non-executive Director of | |||||||
Industrial and Commercial Bank of | |||||||
China Limited | |||||||
6 | Proposal on the Election of Mr. Feng | 1,797,821,951 | 94.0652 | 94,364,693 | 4.9373 | 19,064,501 | 0.9975 |
Weidong as Non-executive Director | |||||||
of Industrial and Commercial Bank | |||||||
of China Limited |
- Percentage of total shares with voting rights held by small and medium-sized A share investors attending the EGM.
III. Appointment of Directors
The Bank announces that at the EGM, Mr. Gu Shu was re-elected as Executive Director of the Bank and his new term of office as Executive Director of the Bank commences on the date when his appointment was considered and approved at the EGM. Ms. Cao Liqun and Mr. Feng Weidong were elected as Non-executive Directors of the Bank, their qualifications as Non- executive Directors are subject to approval by the China Banking and Insurance Regulatory Commission (the "CBIRC"), and their respective terms of office will commence on the date when the approval of the CBIRC is obtained. Please refer to the Circular dated 26 September 2019 for the biography of Mr. Gu Shu. Please refer to the Supplemental Circular dated 7 November 2019 for the biographies of Ms. Cao Liqun and Mr. Feng Weidong.
1 Individually or collectively holding A shares less than 5% (excluding 5%) of the shares of the Bank.
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IV.Lawyers' Certification
Ms. Su Zheng and Mr. Wang Ning of King & Wood Mallesons witnessed the EGM and issued a legal opinion certifying that the convening and its procedures, the qualifications of attendees and convener, the qualification of the proposer which submitted the interim proposals, the voting process and other related matters of the EGM conformed to the requirements of the laws and regulations such as Company Law of the People's Republic of China, the Rules for the General Assemblies of Shareholders of Listed Companies, the Shanghai Stock Exchange Implementation Rules for Network Voting in the General Assemblies of Shareholders of Listed Companies and relevant provisions of the Articles of Association. The voting results of the shareholders' general meeting were lawful and valid.
The Board of Directors of
Industrial and Commercial Bank of China Limited
Beijing, PRC
22 November 2019
As at the date of this announcement, the board of directors comprises Mr. CHEN Siqing Mr. GU Shu and Mr. HU Hao as executive directors, Mr. YE Donghai, Mr. ZHENG Fuqing, Ms. MEI Yingchun, Mr. DONG Shi and Mr. LU Yongzhen as non-executive directors, Mr. Anthony Francis NEOH, Mr. YANG Siu Shun, Ms. Sheila Colleen BAIR, Mr. SHEN Si, Mr. Nout WELLINK and Mr. Fred Zuliu HU as independent non-executive directors.
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ICBC - Industrial and Commercial Bank of China Limited published this content on 22 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2019 11:51:05 UTC